Buy/Sell Price Sample Clauses

Buy/Sell Price. The Buy/Sell Price for the purchase of the interest in the Company of the Initiating Party shall be the amount that would be distributed to the Initiating Party pursuant to Section 15.4(c) if the Company sold all of its Non-Cash Assets for cash in the amount of the Asset Value, sold all of its Cash Assets for cash in the amounts shown for them on the books of the Company, applied such cash in full payment of all liabilities on the books of the Company, and the amount of such cash not so applied was available for distribution to the Members pursuant to Section 15.4(c) upon liquidation of the Company as of the date of the closing of this buy/sell.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Buy/Sell Price. The price (the "BUY-SELL PRICE") payable to the Member whose interest in the Company is being sold pursuant to this Section 20 (the "SELLING MEMBER") by the Member who is purchasing such interest of the Selling Member pursuant to this Section 20 (the "BUYING MEMBER") shall be an amount equal to the amount of cash which the Selling Member would have received pursuant to Section 9 hereof on the Buy-Sell Closing Date if the Company had distributed to the Members in accordance with Section 9 a cash amount equal to the Buy-Sell Value as stated in the Buy-Sell Offer.
Sample 1Sample 2
Buy/Sell Price. The price (the "FACILITY BUY-SELL PRICE") payable to the Company by the Member who is purchasing the Facility pursuant to Section 21.2 (the "FACILITY BUYING MEMBER") shall be an amount equal to the Facility Buy-Sell Value as stated in the Facility Buy-Sell Offer.
Sample 1Sample 2
Buy/Sell Price. The purchase price to be paid by the purchasing Member pursuant to this Section 7.5 for the selling Member's Interest (the "Buy/Sell Price") shall be the amount, as determined by the Company's accountant, that the selling Member would receive if (i) the Property were sold for the Buy/Sell Value, less four percent (4%) of the Buy/Sell Value, which the Members hereby agree is the reasonable estimate of the selling costs that would be incurred if the Property were actually sold, (ii) the Company were liquidated, and (iii) the Company's assets were distributed to its Members.
Sample 1
Buy/Sell Price. 63 SECTION 21.5. EARNEST MONEY; DEFAULT................................................................63 SECTION 21.6. BUY-SELL CLOSING......................................................................63 SECTION 21.7. REMEDIES..............................................................................66 SECTION 21.8.
Sample 1
Buy/Sell Price. The Buy-Sell Price payable to the Withdrawing Party shall be an amount in cash (U.S.) equal to the amount of cash which such Withdrawing Party would have received on the Buy-Sell Closing Date (as hereinafter defined) if the Partnership had distributed an amount equal to the net amount available for distribution by the Partnership following a sale of all of the assets of the Partnership for the Buy-Sell Value as stated in the Buy-Sell Notice, after the satisfaction of all Partnership liabilities, including, without limitation, loans made pursuant to Section 3.3 herein (less the aggregate amount of any distributions distributed to the Withdrawing Party between the date of the Buy-Sell Notice and the Buy-Sell Closing Date) to the Partners in liquidation of the Partnership in the order and priority set forth in Section 10.2 hereof, assuming the prior allocation of any gain or loss which would have been recognized by the Partnership in connection with any sale of the Partnership assets for such amount; provided, however, that if the Withdrawing Party is indebted to the Partnership or the Continuing Party on the date of the Buy-Sell Notice, the Buy-Sell Price shall be reduced by the amount, including accrued and unpaid interest, owed to the Partnership or the Continuing Party by such Withdrawing Party on the Buy-Sell Closing Date.
Sample 1

Related to Buy/Sell Price

  • Call Price If the Call Right is exercised pursuant to this Section 2, as payment for the Seller’s Shares being purchased by the Purchaser or Nominee(s) pursuant to the Call Right, such Purchaser or Nominee(s) shall pay the aggregate Call Price to the Seller within fifteen (15) Business Days of the Exercise Date.

  • Put Price (a) The purchase price (i) for Unilever Shares purchased by the Company pursuant to this Agreement shall be equal to the total of (A) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”).

  • Sale Price (a) As consideration for the sale of the CEF Assets pursuant to Section 2.1 hereof, the Purchaser shall pay to the applicable Seller on the Closing Date, the CEF Purchase Price for the CEF Assets sold and transferred by such Seller to the Purchaser on the Closing Date. The CEF Purchase Price for the sale of CEF Assets shall be an amount equal to the fair market value thereof as agreed upon by the Purchaser and the applicable Seller prior to such sale.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Base Purchase Price Buyer agrees to pay for the Assets the total sum of Thirty Million and No/100 Dollars ($30,000,000.00) (“Base Purchase Price”) to be paid by direct bank deposit or wire transfer in same day funds at the Closing, subject only to the price adjustments set forth in this Agreement.

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!